Standard Service Agreement
- General. Synbio Technologies LLC. and its subsidiaries and affiliates (individually and collectively “Synbio Technologies”) are providing custom or contract research services in the life sciences industry. This Standard Service Agreement and any schedule(s), attachment(s), and exhibit(s) agreed and executed by Synbio Technologies and service purchaser (“Service Agreement”) shall govern the provision of all custom/contract research services (“Services”) by Synbio Technologies to service purchaser. Service purchaser is hereby referred to as “Client.” Synbio Technologies and Client are hereby collectively referred to as “Parties.”
- Service Agreement. Unless acknowledged and signed by Synbio Technologies in writing, any additions or alterations by Client shall not bind Synbio Technologies. Synbio Technologies’ failure to object to any amendments, alterations, additions, or proposals contained in any work order or other form or document from Client shall not be construed as a waiver of the Service Agreement nor an acceptance of any such amendments, alterations, additions, or proposals.
- Scope of Work. A detailed scope of work (“Confidential Quotation”) shall be provided by Client and attached hereto as schedule. The Confidential Quotation of work shall specify the details of the work, the design, information desired, data, materials to be provided by Client, required completion time, and all other matters relating to the completion of the Agreement. Client shall be deemed to assent to the terms of the Service Agreement by submitting the Confidential Quotation. The submission of Confidential Quotation shall be deemed as an offer by Client. The acceptance occurs upon the execution and acknowledgement of the Confidential Quotation by Synbio Technologies in writing.
- Changes of Confidential Quotation/Services. Changes to the Confidential Quotation or Services must be agreed upon and authorized by representatives of Synbio Technologies and Client in writing. If such changes result in an increase in the cost and labor of the Services or affect the projected date of completion of the Services (or portions thereof), the compensation for the Services and/or completion date(s) shall be adjusted to a degree commensurate with such changes agreed upon by Synbio Technologies and Client in writing. Cancellation of Services in progress will result in a partial charge commensurate with the percentage of work completed at the time of cancellation, in addition to any approved expenses beyond recall at the time of termination which incurred prior to termination, and any other actual costs and charges incurred due to the early termination. Synbio Technologies has the right to terminate the Service Agreement without any liability to Client if no agreement could be reached regarding the changes and adjustment of compensation and costs by Synbio Technologies and Client in writing.
- Compensation and Payments. Upon receipt of Deliverables (as defined in Section 8 Work Product), Client will promptly review the Deliverables to determine whether they conform substantially to the specifications agreed by Synbio Technologies and Client in writing. Acceptance of Deliverables will occur on the earlier of the date: (a) on which Client indicates in writing to Synbio Technologies that the Deliverables are accepted; (b) on which ten (10) business days have passed following submission of the Deliverables for acceptance if within that period Client fails to indicate whether they are accepted.The Client shall pay Synbio Technologies for the Services within thirty (30) days from the date of the invoice(s), or, if applicable, according to the compensation rate and payment schedule as set forth in Confidential Quotation. Invoices shall be sent to Client upon establishment of the contract or completion of the Services and delivery of the applicable Deliverable(s) to Client. If Client defaults in any payment when due, Synbio Technologies, at its option and without prejudice to its other lawful remedies, may delay performance, defer delivery, charge higher interest rate to the maximum amount allowed by law on undisputed amounts owed, and/or terminate the Services Service Agreement.
All payments due hereunder shall be made in the currency specified by Synbio Technologies written in the Invoice.
- Taxes and Other Charges. Unless Parties agree in writing, Client will be responsible for any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in the Service Agreement. If Synbio Technologies is required to pay any such taxes, custom duties, fees or charges, Client shall reimburse Synbio Technologies thereof or provide Synbio Technologies an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.
- Materials and Information. When ordering Confidential Quotation or additional services Client represent and warrant to provide Synbio Technologies with sufficient amount of its information and materials such as cells, compounds, samples, or other substances needed to complete the Services (“Client Materials”), as well as comprehensive data or information concerning the stability, storage and safety requirements of such Client Materials needed by Synbio Technologies to complete the Services. Client agree to and shall indemnify and hold harmless us and our affiliates and our officers, agents, and employees, from and against any action, claim, or liability, including attorneys’ fees, arising out of any breach of the foregoing representation and warranty and/or your use of the work product, including but not limited to any claims of patent infringement or other intellectual property-related claims.Synbio Technologies will use Client Materials in accordance with the Service Agreement and only in the execution of Services for the benefit of the Client. Unless otherwise requested by the Client, upon completion of the Services any remaining Client Materials will be destroyed. Synbio Technologies will not transfer or provide Client Materials, in whole or in part, to any third party, other than a subcontractor, without the Client’s prior written approval.
- Work Product. Client shall be the exclusive owner of and shall be in titled to all documentation, information, records, raw data, protocols, specimens or other work product supplied by Client and/or generated by Synbio Technologies as a direct result of execution of the Services (“Work Product”). Generated by us in the performance of gene synthesis services and or additional services are intended for research use only and not for use in human and/or animal diagnostic procedures and you must follow any applicable use restrictions (e.g. limited use label licenses), Work products are not qualified by us for any other purpose. Should you use such work products for any purpose other than research use, you are responsible for qualifying such work products for such use and obtaining any intellectual property rights that might be required.Synbio Technologies will retain full ownership rights in and to all templates, programs, methodologies, processes, technologies and other materials developed or licensed by Synbio Technologies and its Affiliates prior to or apart from performing its obligations under this Agreement and the modifications and improvements thereto (collectively, with all associated intellectual property rights, the “Synbio Technologies Property”), regardless of whether such Synbio Technologies Property is used in connection with Synbio Technologies’ performance of its obligations under this Agreement.
Upon completion of the Services Synbio Technologies will archive the work product for a period of one (1) year. The Work Product will be disposed and destroyed one (1) year after the completion of Services.
- Confidentiality. Synbio Technologies will treat all Data as proprietary and confidential and will not disclose the same to any person except its employees, consultants, and subcontractors to whom it is necessary to disclose the Data for purposes of providing the Services. If the disclosure is requested in any legal proceedings, Synbio Technologies will notify Client promptly prior to any disclosure to permit Client to oppose such disclosure by appropriate action. Client agrees to reimburse out-of-pocket costs and reasonable attorney’s fees if Synbio Technologies is obligated to testify or produce documents in any legal or administrative proceedings regarding the Services.
- Limited Warranty, Breach and Remedy. The Service Agreement is a contract for Services only. Synbio Technologies’ sole warranty with respect to the Services is that Synbio Technologies will perform the Services in accordance with the standard of performance set forth above. Client shall notify Synbio Technologies in writing of any claim for a breach of such warranty within one (1) month after delivery by Synbio Technologies of the final Deliverable relating to such Services. The sole remedy to Client for breach of such warranty shall be to require Synbio Technologies to re-perform the Services.
- Limitation of Liability. To the maximum extent permitted by applicable law, we will not be liable under any legal theory (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) for any indirect, special, incidental, punitive, multiple, exemplary or consequential damages (including but not limited to all costs of cover, lost profits, lost data, loss of business, loss of goodwill or loss of revenue) that you might incur under the agreement, or that may arise from or in connection with our products or services, even if we had notice of the possibility of such damages.In addition, our maximum aggregate liability arising out of or in connection with the agreement, or any product or service, is limited to 120% of the amount you paid to us for the product purchased.
- Indemnification. Client shall indemnify and hold harmless Synbio Technologies, its officers and agents from and against liabilities, claims, suits, actions, losses, costs, attorneys’ fees and expenses, judgments or damages, arising out of or connected with: (a) infringing intellectual properties of third party; (b) violation of any law; or (c) omissions, negligence, or willful acts, by Client, and/or its officers, employees, and agents in connection with the performance of this Service Agreement.
- Termination. Upon completion of all the Services and obligations under the Confidential Quotation, the Service Agreement shall terminate, unless extended or amended in writing by the Parties.Synbio Technologies may terminate the Service Agreement in the event that Client breaches or fails to comply with any material provision of the Service Agreement, and fails to remedy the breach or failure to the satisfaction of Synbio Technologies within fifteen (15) days of receiving written notice where the breach or failure is capable of being remedied.
- Force Majeure. Except with respect to the obligation to make payment, neither Synbio Technologies nor Client shall be responsible for failure or delay in performance of its obligations related to the Services due to causes beyond its reasonable control, including but not limited to, acts of God, governmental actions, fire, labor difficulty, shortages, civil disturbances, transportation problems, interruptions of power or communications, failure of suppliers or subcontractors, or natural disasters.
- Governing Law and Dispute Resolution. The Confidential Quotation and this Service Agreement shall be construed and interpreted in accordance with the laws of New Jersey and all rights and remedies shall be governed by such laws without regard to principles of conflicts of law. The Parties agree to the jurisdiction of the federal and state courts of New Jersey for the purpose of any suit, action or proceeding arising out of this agreement. The parties hereby irrevocably waive any and all defenses to the jurisdiction and venue of the aforesaid courts, including without limitation a motion to dismiss venue and the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding.
- Additional Notes for Customer Services. Synbio Technologies provides clients with free consulting services including, but not limited to, design and digital assembly of sequence, choice of vector and cloning site, antigen sequence design, and help on choice of service packages. Client shall acknowledge and agree that these additional services are provided free of charge and are provided for informational purposes only. Client shall acknowledge that Synbio Technologies does not warrant or represent the accuracy or applicability of suggestions provided by Synbio Technologies customer service representatives as part of the free consulting services. Client shall agree that it remains Client’s responsibility to evaluate such suggestions before adopting them. Finally, by placing an order with Synbio Technologies, Client will be deemed to have read, understood, and agreed to the above Service Agreement.